- Post-Effective Amendment to Registration Statement (POS AM)
16 Novembre 2010 - 10:42PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 16, 2010
Registration No. 333-140569
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
OSTEOTECH, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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13-3357370
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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51 James Way
Eatontown, New Jersey 07724
(732) 542-2800
(Address, including zip code, and telephone number, including area code,
of registrants principal executive offices)
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Mark H. Burroughs
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Executive Vice President, Chief Financial Officer
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Copy to:
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Osteotech, Inc.
51 James Way
Eatontown, New Jersey 07724
(732) 542-2800
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Timothy S. Hearn
Dorsey & Whitney LLP
Suite 1500
50 South Sixth Street
Minneapolis, Minnesota 55402
(612) 340-2600
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Approximate date of commencement of proposed sale to the public: Not Applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box.
o
If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the following box.
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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
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If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective
amendment thereto that shall become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act, check the following box.
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If this Form is a post-effective amendment to a registration statement filed pursuant to General
Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
þ
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 2 relates to the Registration Statement on Form S-3 (File
No. 333-140569) (the
Registration Statement
) of Osteotech, Inc. (the
Company
), which was
initially filed with the U.S. Securities and Exchange Commission (the
SEC
) on February 9, 2007
and subsequently amended on April 18, 2007. The Registration Statement registered 284,225 shares
of the Companys common stock, par value $0.01 per share (the
Common Stock
), to be offered or
sold to consultants and independent contractors pursuant to the Companys Amended and Restated 2000
Stock Plan (the
Plan
).
On November 16, 2010, pursuant to the terms of the Agreement and Plan of Merger, dated as of
August 16, 2010, by and among the Company, Medtronic, Inc. (
Medtronic
), Medtronic Sofamor Danek,
Inc. (
MSD
) and England Merger Corporation (
Merger Sub
), Merger Sub was merged with and into the
Company with the Company continuing as the surviving corporation and wholly owned subsidiary of MSD
and wholly owned indirect subsidiary of Medtronic (the
Merger
). As a result of the Merger, the
Companys Common Stock is being delisted from The NASDAQ Stock Market LLC and deregistered under
the Securities Exchange Act of 1934, as amended, and no more shares of the Companys Common Stock
will be issued under the Plan.
In accordance with the undertaking of the Company set forth in the Registration Statement, the
Company is filing this Post-Effective Amendment No. 2 to the Registration Statement to deregister
all shares of the Companys Common Stock that were registered pursuant to the Registration
Statement that remain unissued as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Minneapolis, State of Minnesota, on the 16th day of November, 2010.
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OSTEOTECH, INC.
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By:
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/s/ Sam Owusu-Akyaw
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Sam Owusu-Akyaw
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 2 to the Registration Statement has been signed by the following persons in the
capacities indicated on the 16th day of November, 2010.
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Signature
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Title
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/s/ Sam Owusu-Akyaw
Sam Owusu-Akyaw
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President and Chief Executive Officer
(principal executive officer) and Director
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/s/ Mark H. Burroughs
Mark H. Burroughs
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Executive Vice President and Chief Financial Officer
(principal financial and accounting officer)
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/s/ Kenneth P. Fallon, III
Kenneth P. Fallon, III
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Chairman of the Board of Directors
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/s/ Stephen S. Galliker
Stephen S. Galliker
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Director
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/s/ Cato T. Laurencin
Cato T. Laurencin
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Director
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/s/ Robert J. Palmisano
Robert J. Palmisano
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Director
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/s/ James M. Shannon
James M. Shannon
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Director
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Grafico Azioni Osteotech Com (MM) (NASDAQ:OSTE)
Storico
Da Set 2024 a Ott 2024
Grafico Azioni Osteotech Com (MM) (NASDAQ:OSTE)
Storico
Da Ott 2023 a Ott 2024